Item 4. Controls and Procedures
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly
Report. Based on this evaluation, management concluded that our disclosure controls and procedures were not effective as of June 30,
2025 to provide reasonable assurance that information required to be disclosed in reports filed or submitted by us under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure due to identification of material weaknesses.
Despite
the identified material weaknesses, we believe that our unaudited consolidated financial statements and other information contained in
this Quarterly Report fairly present, in all material respects, our financial condition, and results of operations for the periods presented.
We
remain committed to ongoing improvements in our disclosure controls and internal control over financial reporting, including execution
of the remediation plan disclosed under “Part II, Item 9A. Controls and Procedures” in our Annual Report on Form 10-K for
the year ended December 31, 2024, filed with the SEC on March 28, 2025. The material weaknesses previously identified in the Annual Report
remained un-remediated as of June 30, 2025.
Inherent
Limitation on the Effectiveness of Internal Control
The
effectiveness of any system of internal control over financial reporting is subject to inherent limitations. These include the exercise
of judgment in designing, implementing, and operating controls, as well as the inherent inability to completely eliminate the risk of
misconduct or error. Accordingly, while we aim to establish robust controls, any system, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives.
Additionally,
the design of our disclosure controls and procedures is impacted by resource constraints and the necessity for management to balance
the benefits of potential controls against their associated costs. Moreover, projections of effectiveness into future periods are subject
to risks that controls may become inadequate over time due to evolving conditions or diminished compliance. We will continue to monitor
and enhance our internal control as necessary or appropriate, but we cannot provide assurance that these improvements will fully eliminate
all risks of material misstatement.
Changes
in Internal Control over Financial Reporting
Other
than the remediation efforts described above, there have been no material changes in our internal control over financial reporting (as
such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2025, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
11
PART
II - OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.